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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 2, 1996
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Medicis Pharmaceutical Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-18443 52-1574808
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4343 East Camelback Road, Suite 250, Phoenix, Arizona 85018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (606) 808-8800
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
N/A
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
N/A
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
N/A
ITEM 5. OTHER EVENTS.
On July 22, 1996, Medicis Pharmaceutical Corporation ("Medicis" or the
"Company") announced that its Board of Directors had approved a 3 for 2 stock
split to be effected in the form of a 50% stock dividend (the "Dividend"). The
Dividend will be paid to holders of record of the Class A and Class B Common
Stock on July 22, 1996, i.e., the record date. Pursuant to the Dividend,
holders of the Company's Class A Common Stock will receive one additional share
of Class A Common Stock for each two shares of Class A Common Stock held. An
equivalent dividend will be paid to the holders of the Company's Class B Common
Stock. Because the Company does not currently have available the additional
shares of Class B Common Stock in which to pay the Dividend, holders of the
Company's Class B Common Stock will receive a new series of preferred stock
denominated as Series B Automatically Convertible Preferred Common Stock
("Series B Preferred Stock"). The relative rights, preferences, privileges and
limitations of the Series B Preferred Stock are identical in all respects to
that of the Company's Class B Common Stock and in no way vary from the rights,
preferences, privileges or limitations of the Class B Common Stock except that,
each share of Series B Preferred Stock shall be automatically (and without any
further action by or on behalf of the Company or the holder thereof) converted
into one share of Class B Common Stock immediately upon approval of the
Company's shareholders of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of Class B Common
Stock by a number equal to or greater than the number of outstanding and issued
shares of Series B Preferred Stock. In addition, shares of Series B Preferred
Stock are convertible into Class A Common Stock on the same terms and
conditions (including automatic conversion upon transfer) applicable to the
conversion of Class B Common Stock into Class A Common Stock. Pursuant to the
Board's action, 62,660 shares of Series B Preferred Common Stock were created
and reserved for issuance upon payment of the Dividend.
The Company intends to file an application for inclusion of the Class A
Common Stock Dividend shares for trading on the NASDAQ National Market System.
2
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The Company intends to submit to the shareholders at its 1996 Annual
Meeting, an amended and restated Certificate of Incorporation which will
increase the number of authorized shares of Class A and Class B Common Stock in
order to effect the automatic conversion of Series B Preferred Stock into Class
B Common Stock.
Appropriate adjustments will be made to all of the Company's
outstanding options and warrants, including options granted pursuant to the
terms of the Company's various incentive stock option plans. Similar
adjustments will be made under the Company's Rights Agreement, dated as of
August 15, 1995 (as amended from time to time) between the Company and American
Stock Transfer and Trust Company, so that one additional right shall be issued
to accompany each share of Class A Common Stock or Series B Preferred Stock to
be issued pursuant to the Dividend.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
N/A
(b) Pro Forma Financial Information.
N/A
(c) Exhibits.
7.1 - Press Release dated July 23, 1996.
7.2 - Certificate of Designation of Series B Automatically
Preferred Common Stock.
7.3 - Form of Consent of Class B Common Stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDICIS PHARMACEUTICAL CORPORATION
Date August 8, 1996 By: /s/ Mark A. Prygocki, Sr.
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Mark A. Prygocki, Sr.
Its: Chief Financial Officer
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EXHIBIT 7.1
MEDICIS NEWS FOR IMMEDIATE RELEASE
MEDICIS PHARMACEUTICAL CORPORATION
4343 East Camelback Road
Phoenix, Arizona 85018
CONTACT:
Mark A. Prygocki, Sr.
Chief Financial Officer
(602) 808-8800
MEDICIS ANNOUNCES A 50% STOCK DIVIDEND
IN THE FORM OF A 3 FOR 2 STOCK SPLIT
(July 23, 1996) PHOENIX, ARIZONA -- Medicis Pharmaceutical Corporation
(NASDAQ:MDRX) announced today that the Board of Directors approved a 50% stock
dividend in the form of a 3 for 2 stock split for the company's common stock.
Effective after the close of the NASDAQ market on August 2, 1996, the payment
date, Medicis will have approximately 6,816,318 shares of Class A Common Stock
and 187,983 share of Class B or Class B equivalent shares outstanding as a
result of the stock dividend.
According to Jonah Shacknai, Chairman and CEO, "The recent rise in the company's
stock price creates an opportunity to lower the market price of the
corporation's stock in proportion to the number of newly-issued shares in order
to further facilitate trading among retail customers. There is also a widespread
feeling among the financial community that shareholders will benefit from the
increased liquidity of the stock upon this release of positive news. We at
Medicis are excited about the company's future and believe this recapitalization
will benefit the shareholders."
Medicis Pharmaceutical Corporation nationally markets numerous prescription and
over-the-counter products which effectively treat various dermatological
conditions. Products currently marketed by Medicis include DYNACIN(R),
TRIAZ(TM), THERAMYCIN(TM)Z, and ESOTERICA(R), the leading brand among
dermatological fade creams.
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EXHIBIT 7.2
CERTIFICATE OF DESIGNATION
of
SERIES B AUTOMATICALLY CONVERTIBLE PREFERRED STOCK
of
MEDICIS PHARMACEUTICAL CORPORATION
(Pursuant to Section 151 of the
Delaware General Corporation Law)
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Medicis Pharmaceutical Corporation, a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies that the following resolutions were adopted by
the Board of Directors of the Corporation pursuant to authority of the Board of
Directors as required by Section 151 of the Delaware General Corporation Law:
RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors of this Corporation (the "Board of Directors"
or the "Board") in accordance with the provisions of its Certificate of
Incorporation, as amended the Board of Directors hereby creates a
series of Series B Automatically Convertible Preferred Stock, par value
$.01 per share (the "Series B Preferred Stock"), and hereby states the
designation and number of shares, and fixes the relative rights,
preferences, privileges, powers and restrictions thereof as follows:
Series B Automatically Convertible Preferred Stock
(a) The relative rights, preferences, privileges and
limitations of Series B Preferred Stock shall be identical in
all respects to that of the Corporation's Class B Common Stock
and shall in no way vary from the rights, preferences,
privileges or limitations of the Class B Common Stock except
that, each share of Series B Preferred Stock shall be
automatically (and without any further action by or on behalf
of the Corporation or the holder thereof) converted into one
(1) share of Class B Common Stock immediately upon approval by
the Corporation's shareholders of an amendment to the
Corporation's Certificate of Incorporation increasing the
number of authorized shares of Class B Common Stock by a
number equal to or greater than the number of
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2
outstanding and issued shares of Series B Preferred Stock.
(b) Shares of Series B Preferred Stock shall be
convertible into Class A Common Stock on the same terms and
conditions (including automatic conversion upon transfer)
applicable to the conversion of Class B Common Stock into
Class A Common Stock.
IN WITNESS WHEREOF, this Certificate of Designation is executed on
behalf of the Corporation by its Chairman and Chief Executive Officer and
attested by its Chief Financial Officer this 8th day of August, 1996.
MEDICIS PHARMACEUTICAL CORPORATION
By /s/ Jonah Shacknai
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[Corporate Seal]
ATTEST:
/s/ Mark A. Prygocki
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EXHIBIT 7.3
MEDICIS PHARMACEUTICAL CORPORATION
CONSENT OF CLASS B COMMON STOCK HOLDERS
The undersigned holder ("Holder") of the indicated number of shares of
Class B Common Stock, $.014 par value ("Class B Common Stock") of Medicis
Pharmaceutical Corporation (the "Corporation") hereby represents, warrants,
confirms and agrees as follows:
1. Holder understands that the Corporation's Board of Directors intends
to declare a stock split in the form of a stock dividend pursuant to which
holders of the Corporation's Class A Common Stock, $.014 par value ("Class A
Common Stock") will receive one (1) additional share of Class A Common Stock for
each two (2) shares of such stock held (the "Dividend").
2. Holder understands that, pursuant to the Corporation's Certificate
of Incorporation, any stock dividend payable to the holders of the Corporation's
Class A Common Stock is to be accompanied by an equivalent stock dividend
payable to the holders of Class B Common Stock.
3. Holder understands that, currently, the Corporation does not have
available any additional authorized shares of Class B Common Stock for payment
of the Dividend.
4. Holder is also aware that the Corporation requires for certain
corporate transactions a significant number of shares of Class A Common Stock
and that it is, therefore, desirable from the Corporation's point of view not to
pay the Dividend to Holder in the form of Class A Common Stock.
5. Holder understands that the Corporation is willing to create a new
class of preferred stock to be denominated Series B Automatically Convertible
Preferred Stock, which stock shall (i) have all of the same rights, preferences,
limitations and privileges as Class B Common Stock; and (ii) be automatically
convertible into Class B Common Stock upon creation of additional authorized
shares of Class B Common Stock.
6. As an accommodation to the Corporation, and in consideration for
payment of the Dividend and other good and valuable consideration, Holder
therefore agrees as follows:
a. Holder agrees to accept payment of the Dividend in the form
of shares of Series B Automatically Convertible Preferred Stock,
provided that such shares have the same rights, preferences,
limitations and privileges accorded to Class B Common Stock (including
voting and conversion rights) and provided further that an amendment to
the Corporation's Certificate of Incorporation shall be presented for
approval at the Corporation's 1996 Annual Meeting of shareholders in
order to increase the number of authorized shares of Class B Common
Stock so as to permit conversion of the Class B Preferred Stock into
Class B Common Stock.
b. Holder waives any rights Holder has under the Corporation's
Certificate of Incorporation to require the Corporation to reserve
sufficient Class A Common Shares for conversion of Holder's Class B
Common Shares and Series B Preferred Shares into Class A Common Stock
until such time as the Corporation's Certificate of Incorporation is
amended to increase the Corporation's authorized shares of Class A
Common Stock to at least 15,000,000.
/s/ Jonah Shacknai
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Jonah Shacknai, Holder
